0001085256-13-000018.txt : 20130219 0001085256-13-000018.hdr.sgml : 20130219 20130214183241 ACCESSION NUMBER: 0001085256-13-000018 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20130215 DATE AS OF CHANGE: 20130214 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: FIRST HORIZON NATIONAL CORP CENTRAL INDEX KEY: 0000036966 STANDARD INDUSTRIAL CLASSIFICATION: NATIONAL COMMERCIAL BANKS [6021] IRS NUMBER: 620803242 STATE OF INCORPORATION: TN FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-12355 FILM NUMBER: 13616844 BUSINESS ADDRESS: STREET 1: 165 MADISON AVENUE CITY: MEMPHIS STATE: TN ZIP: 38103 BUSINESS PHONE: 9018186232 MAIL ADDRESS: STREET 1: 165 MADISON AVENUE CITY: MEMPHIS STATE: TN ZIP: 38103 FORMER COMPANY: FORMER CONFORMED NAME: FIRST TENNESSEE NATIONAL CORP DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: FIRST TENNESSEE BANKS INC DATE OF NAME CHANGE: 19600201 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: RS INVESTMENT MANAGEMENT CO LLC CENTRAL INDEX KEY: 0001085256 IRS NUMBER: 943321067 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 388 MARKET STREET STREET 2: SUITE 1700 CITY: SAN FRANCISCO STATE: CA ZIP: 94111 BUSINESS PHONE: 4155912700 MAIL ADDRESS: STREET 1: 388 MARKET STREET STREET 2: SUITE 1700 CITY: SAN FRANCISCO STATE: CA ZIP: 94111 SC 13G 1 fhn13ga2.txt OMB APPROVAL OMB Number: 3235-0145 Estimated average burden hours per response 11 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2) First Horizon National Corp. (Name of Issuer) Common Shares (Title of Class of Securities) 320517105 (CUSIP Number) December 31, 2012 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: /_X_/ Rule 13d-1(b) /___/ Rule 13d-1(c) /___/ Rule 13d-1(d) * The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. SEC 1745 (02-02) CUSIP No. 320517105 13G ---------------------------------------------------------------- 1 NAME OF REPORTING PERSONS IRS IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) RS Investment Management Co. LLC ---------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a)/ / (b)/ / ---------------------------------------------------------------- 3 SEC USE ONLY ---------------------------------------------------------------- 4 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware ---------------------------------------------------------------- NUMBER OF 5 SOLE VOTING POWER SHARES -0- BENEFICIALLY --------------------------------------- OWNED BY 6 SHARED VOTING POWER EACH -12,085,380- REPORTING --------------------------------------- PERSON 7 SOLE DISPOSITIVE POWER WITH -0- --------------------------------------- 8 SHARED DISPOSITIVE POWER -12,345,012- ---------------------------------------------------------------- 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON -12,345,012- ---------------------------------------------------------------- 10 CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) ---------------------------------------------------------------- 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 5.0% ---------------------------------------------------------------- 12 TYPE OF REPORTING PERSON (See Instructions) IA ---------------------------------------------------------------- CUSIP No. 320517105 13G ---------------------------------------------------------------- 1 NAME OF REPORTING PERSONS IRS IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) The Guardian Life Insurance Company of America ---------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a)/ / (b)/ / ---------------------------------------------------------------- 3 SEC USE ONLY ---------------------------------------------------------------- 4 CITIZENSHIP OR PLACE OF ORGANIZATION New York ---------------------------------------------------------------- NUMBER OF 5 SOLE VOTING POWER SHARES -0- BENEFICIALLY --------------------------------------- OWNED BY 6 SHARED VOTING POWER EACH -12,085,380- REPORTING --------------------------------------- PERSON 7 SOLE DISPOSITIVE POWER WITH -0- --------------------------------------- 8 SHARED DISPOSITIVE POWER -12,345,012- ---------------------------------------------------------------- 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON -12,345,012- ---------------------------------------------------------------- 10 CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) ---------------------------------------------------------------- 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 5.0% ---------------------------------------------------------------- 12 TYPE OF REPORTING PERSON (See Instructions) IC, HC ---------------------------------------------------------------- CUSIP No. 320517105 13G ---------------------------------------------------------------- 1 NAME OF REPORTING PERSONS IRS IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Guardian Investor Services LLC ---------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a)/ / (b)/ / ---------------------------------------------------------------- 3 SEC USE ONLY ---------------------------------------------------------------- 4 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware ---------------------------------------------------------------- NUMBER OF 5 SOLE VOTING POWER SHARES -0- BENEFICIALLY --------------------------------------- OWNED BY 6 SHARED VOTING POWER EACH -12,085,380- REPORTING --------------------------------------- PERSON 7 SOLE DISPOSITIVE POWER WITH -0- --------------------------------------- 8 SHARED DISPOSITIVE POWER -12,345,012- ---------------------------------------------------------------- 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON -12,345,012- ---------------------------------------------------------------- 10 CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) ---------------------------------------------------------------- 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 5.0% ---------------------------------------------------------------- 12 TYPE OF REPORTING PERSON (See Instructions) IA, BD, HC ---------------------------------------------------------------- CUSIP No. 320517105 13G ITEM 1. (a) The name of the issuer is First Horizon National Corp. (the "Issuer"). (b) The principal executive office of the Issuer is located at: 165 Madison Ave., Memphis, TN 38103. ITEM 2. (a-c) See Annex I for information on the persons filing this statement (collectively, the "Filers") (d) This statement relates to shares of common stock of the Issuer (the "Stock"). (e) The CUSIP number of the Stock is 320517105. CUSIP No. 320517105 13G ITEM 3. If this statement is filed pursuant to rules 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: (a) _X*_ Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o). *Guardian Investor Services LLC is a registered investment adviser, a registered broker-dealer, and the parent company of RS Investment Management Co. LLC. (b) ___ Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c). (c) _X*_ Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c). *The Guardian Life Insurance Company of America is an insurance company and the parent company of Guardian Investor Services LLC and RS Investment Management Co. LLC. (d) ___ Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8). (e) _X*_ An investment adviser in accordance with 240.13d- 1(b)(1)(ii)(E). *RS Investment Management Co. LLC is a registered investment adviser. Guardian Investor Services LLC is a registered investment adviser, a registered broker-dealer, and the parent company of RS Investment Management Co. LLC. (f) ___ An employee benefit plan or endowment fund in accordance with 240.13d-1(b)(1)(ii)(F). (g) _X*_ A parent holding company or control person in accordance with 240.13d-1(b)(1)(ii)(G). *The Guardian Life Insurance Company of America is an insurance company and the parent company of Guardian Investor Services LLC and RS Investment Management Co. LLC. Guardian Investor Services LLC is a registered investment adviser, a registered broker-dealer, and the parent company of RS Investment Management Co. LLC. (h) ___ A savings association as defined in section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813). (i) ___ A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3). (j) ___ Group, in accordance with rule 240.13d-1(b)(1)(ii)(J) CUSIP No. 320517105 13G ITEM 4. OWNERSHIP See Items 5-9 and 11 on the cover page for each Filer. ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following / /. ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON RS Investment Management Co. LLC is a registered investment adviser whose clients have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Stock. No individual client's holdings of the Stock are more than five percent of the outstanding Stock. The Guardian Life Insurance Company of America is an insurance company and the parent company of Guardian Investor Services LLC and RS Investment Management Co. LLC. Guardian Investor Services LLC is a registered investment adviser, a registered broker-dealer, and the parent company of RS Investment Management Co. LLC. CUSIP No. 320517105 13G ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY Not applicable. ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP Not applicable. ITEM 9. NOTICE OF DISSOLUTION OF GROUP Not applicable. ITEM 10. CERTIFICATION By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. CUSIP No. 320517105 13G SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Dated: January 1, 2013 RS INVESTMENT MANAGEMENT CO. LLC By: /s/ Matthew H. Scanlan Matthew H. Scanlan Chief Executive Officer THE GUARDIAN LIFE INSURANCE COMPANY OF AMERICA By: /s/ Thomas G. Sorell Thomas G. Sorell Executive Vice President and Chief Investment Officer GUARDIAN INVESTOR SERVICES LLC By: /s/ Thomas G. Sorell Thomas G. Sorell Executive Vice President and Chief Investment Officer CUSIP No. 320517105 13G EXHIBIT A JOINT FILING AGREEMENT The undersigned hereby agree that they are filing this statement jointly pursuant to Rule 13d-1(k)(1). Each of them is responsible for the timely filing of the Schedule 13G and any amendments thereto, and for the completeness and accuracy of the information concerning such person contained therein; but none of them is responsible for the completeness or accuracy of the information concerning the other persons making the filing, unless such person knows or has reason to believe that such information is inaccurate. Dated: January 1, 2013 RS INVESTMENT MANAGEMENT CO. LLC By: /s/ Matthew H. Scanlan Matthew H. Scanlan Chief Executive Officer THE GUARDIAN LIFE INSURANCE COMPANY OF AMERICA By: /s/ Thomas G. Sorell Thomas G. Sorell Executive Vice President and Chief Investment Officer GUARDIAN INVESTOR SERVICES LLC By: /s/ Thomas G. Sorell Thomas G. Sorell Executive Vice President and Chief Investment Officer CUSIP No. 320517105 13G Annex I The filers are: I. (a) RS Investment Management Co. LLC is a Delaware limited liability Company. (b) registered investment adviser II. (a) The Guardian Life Insurance Company of America is a New York mutual life insurance company. (b) insurance company and parent company III. (a) Guardian Investor Services LLC is a Delaware limited liability company. (b) registered investment adviser, registered broker-dealer, and parent company